UPDATE 6-Fortis shareholders approve asset sale to BNP

* Sale of Fortis assets to BNP gets 72.99 pct backing

* Fortis AGM on BNP deal suspended twice

* Rebel shareholders demand chairman's resignation

* Further legal action threatened (Adds Belgian government reaction, lawyer's quote)

By Antonia van de Velde and Bate Felix

GHENT, Belgium, April 28 (Reuters) - Shareholders of Fortis FOR.BR approved the sale of assets to France's BNP Paribas (BNPP.PA) on Tuesday, bringing the controversial carve-up of the group closer to conclusion after last year's rescue.

After a debate that descended into chaos with investors throwing shoes and coins at the chairman, 72.99 percent of shares voted in favour of BNP's purchase of a 75 percent stake in Fortis Bank, the Belgian banking business now in state hands.

A majority of votes at a second meeting in the Dutch city of Utrecht on Wednesday will be required for the deal to be approved. The outcome there should be very similar given that shareholders can vote at both meetings.

Under the deal, BNP Paribas will take the majority stake in Fortis Bank to make it the euro zone's largest deposit holder through its push into Belgium and Luxembourg.

It will also indirectly buy a 25 percent stake in Fortis Insurance Belgium from Fortis Holding for 1.375 billion euros.

BNP Paribas's shares were down 2.8 percent at 37.16 euros at 1600 GMT. Fortis shares were suspended.

"For BNP it doesn't change that much. It was already priced into the stock," said GSD Gestion fund manager Christophe Gautier. "BNP shares are more affected by what's happening in the broader banking sector."

The Belgian government said it was happy with the result, and looked forward to another shareholders vote in Utrecht tomorrow to conclude the deal.

"After that, we'll put everything in place to consolidate the future of Fortis Bank," Belgian Prime Minister Herman Van Rompuy said in a statement.

LEGAL BATTLES NOT OVER

The protracted saga led to the collapse of the Belgian government in December, a series of legal battles and several heated shareholder meetings, one of which was stalled by a bout of wrestling.

Fortis, stretched by its 24 billion euro ($31.53 billion) purchase of the Dutch business of ABN AMRO in 2007, was carved up by Belgium, the Netherlands and Luxembourg in October after an 11.2 billion-euro cash injection failed to calm investors.

Tuesday's meeting was suspended twice after shareholders vented their anger over the ABN deal's top-of-the-market price just before market crash, which destroyed life savings.

Fortis's Dutch activities are held by the Dutch state.

Shares in Fortis, once considered an essential part of every prudent Belgian investor's portfolio, have fallen to below 2 euros from almost 30 euros before its ill-fated ABN AMRO bid.

Investors opposed to the deal, such as those represented by lawyer Mischael Modrikamen and activist investor group Deminor, have said that BNP is not a saviour but an assets stripper.

They believe shareholders would be best served if Belgium returned Fortis Bank in exchange for a stake in Fortis.

The legal battle continued until just hours before the deal. Rebel investors wanted voting rights for some 170 million shares to be removed from the vote on the sale to BNP, arguing that Fortis had not made clear who owned these shares.

A Belgian court rejected the request on Tuesday morning.

Modrikamen has said he plans further legal action.

"I am particularly shocked by what we have witnessed, he said. "We will now examine options and clearly suspension of this decision is one of the options that we have." (Writing by Philip Blenkinsop; Additional reporting by Sudip Kar-Gupta in Paris; Editing by Greg Mahlich)